It's cover-to-cover action as Spider-Man faces off against Morlun – and this time there's no Ezekiel to help him. Sit down for this one, True Believer – you've never seen a fight quite like this, as Spidey faces the one foe he's never beaten!

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CAPTAIN UNIVERSE/INVISIBLE WOMAN

WRITTEN BY: JAY FAERBER

PENCIL BY: JAMES RAIZ

COVER BY: DANIEL ACUNA

The most powerful member of the Fantastic Four takes the spotlight when the ailing Uni-Power bonds with her to copy her powers-she's going to need the added might of the Uni-Power when the Shiar decide it's too dangerous to keep on Earth! Co-Starring the Gladiator!

It's the shocking conclusion to the Ultimate X-Men's biggest adventure. In a story that pits brother against brother, friend against friend, it's Magneto versus the X-Men in final battle-inside the Ultimates headquarters, the Triskelion! Part 5 (of 5).

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[Editor's Note: For more art from "Ultimate X-men" #65, click here. For more from writer Brian K. Vaughan, don't miss our interview with the writer about "Runaways."]